FL - HOA What is the term of a BOD appointee

Started by BarbN • 15 replies • 1062 views

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BarbN (Florida)
Posts: 10

Posted:

2 weeks prior to our annual meeting, the board president changed our board from 5 members back to 7 members and appointed 2 friends to the board. The vote was approved since the President had already had 2 friends on the board. We had a 5 person board all year. QUESTION --HOW LONG ARE THE TERMS OF THESE 2 APPOINTEES? SHOULD THEY HAVE BEEN ON THE BALLOT AT ELECTION TIME?

SheliaH (Indiana)
Posts: 6,964

Posted:

Read your documents - the bylaws should have instructions regarding appointments and elections of board members.

Start with checking if your bylaws call for 7 members? If so, how long have the other seats been vacant? Had there been any efforts by the board to fill the two open slots? Did anyone volunteer to fill the spots before the board put in these two? The president can't appoint anyone by himself, but you said he already had two friends on the board, so he had the votes anyway. You may have to go back to previous board meeting minutes and annual meeting minutes to figure out when the previous members left and how much time was left on their terms.

If you're wondering about an upcoming election and if these two should be listed on the ballot, it may be so much time has passed since the other board members have left that the appointees' term starts now, based on the length listed in your documents. Therefore, you'll have to wait a year or however long the term lasts before someone can run against them. If they resign before then, the board will have to appoint another replacement, that person serves out the term and then they're up for reelection - if that get voted out, you have a new member.

Even if you can't vote out the appointees right now, that doesn't mean the president and his friends aren't in play - when are THEY up for re-election? If it's this year, go ahead and campaign against them and see what the homeowners do.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

DouglasK1 (Florida)
Posts: 2,046

Posted:

I could see this as being messy if the bylaws allow for a variable number (from 5 to 7, for example) rather than having a set board size and if you have staggered terms. In my association director terms are one year, so all directors are up for replacement at every election, that keeps it simple. If you have longer terms with staggered elections then determining the length of term for the new board members could be open to interpretation. In any case, the terms should be based on your annual election date, not 1 or more years starting from time of appointment.

Escaped former treasurer and director of a self managed association.

BarbN (Florida)
Posts: 10

Posted:

Our terms are 3 years. All members voted on at the annual election have a 3 year term. Through 2016 the board stayed at 5 members. 2 weeks before the annual, our crafty President changed the number back to 7. Probable not legal. I have not idea whose terms the 2 apointees were finishing up. I'm checking the minutes.

SheliaH (Indiana)
Posts: 6,964

Posted:

Since the elections are coming up, why not ask these questions of the president in front of everyone? Should make for a fun evening (others may also note something seems off and demand answers). Be sure you've read your documents and the minutes so you can ask politely but firmly as to why the board made these appointments after a year and shortly before this election. This may all be the president's idea, but you should still hold the rest of the board accountable. If they have nothing to say, the homeowners will need to decide from there how they want to respond (and keep in mind some of THEM will just sit there....)

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

DouglasK1 (Florida)
Posts: 2,046

Posted:

At this point, if your goal is a change of leadership, you should make sure there are like minded people willing to run (possibly yourself) and also work to get like minded people to vote, either by attending the meeting, or by proxy.

Escaped former treasurer and director of a self managed association.

KerryL1 (California)
Posts: 14,550

Posted:

Where, Barb, do your c documents or FL statute say that the PRESIDENT has the sole authority to fill vacancy OR to change the numbers of directors to a different number.

I'd say the president is not crafty but sleazy and may even be acting improperly if not illegally.

DouglasK1 (Florida)
Posts: 2,046

Posted:

Quote:

Posted By KerryL1 on 02/22/2017 1:50 PM
Where, Barb, do your c documents or FL statute say that the PRESIDENT has the sole authority to fill vacancy OR to change the numbers of directors to a different number.

I'd say the president is not crafty but sleazy and may even be acting improperly if not illegally.

The original post says the pres already had two friends on the board. It's not 100% clear, but that suggests he/she had the board votes to pass a motion. It would be helpful if Barb finds more details in the minutes.

Escaped former treasurer and director of a self managed association.

KerryL1 (California)
Posts: 14,550

Posted:

Are you on the board, Barb? WAS it the prez who appointed these two or the whole Board?

In case these two filled vacancies, WHAT do your Bylaws say about the proper way to do that?

BarbN (Florida)
Posts: 10

Posted:

Our bylaws say that a vacancy can be filled by appointment. We can have a 5,6,or 7 member board. We are currently stuck with a 6 member board, 3 to 3. Our budget has not been approved nor have officers been elected for this year. STALEMATE I am not on the board. No one will be elected to the board because PRES will only approve someone who will vote her way then we'll be back to PRES spending all the money. At least for now we have stopped her and are attempting a recall. We are halfway there. People don't like to get involved even if their money is being inappropriately handled.

BarbN (Florida)
Posts: 10

Posted:

Kerry, PRES nominated the new two and her cronies approved them. The others board members did not approve. 5 member board at the time. Vote 3 to 2.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Barb

Like it or not the BOD voted 3-2 to add the two new members. They did it properly. At leadt now tih 7 there will be no tie votes.

KerryL1 (California)
Posts: 14,550

Posted:

Thanks for the clarification, Barb. Now....what do your documents, probably your Bylaws, say about how long directors filling vacancies serve?
Ours say till the next annual mtg. & election, but some say till the end of the terms that were filled.

If these two were added to a Board of 5, how long do your docs say they will serve?

BarbN (Florida)
Posts: 10

Posted:

The minutes were not correctly written. NOTE: When PRES. appointed the two new members prior to annual meeting, she didn't check the status of one of the appointees. He was not on the deed and therefore not in the public records as an owner. His wife is the owner of record. Therefore he was not eligible to serve on the board. I spoke at the annual meeting and he was removed thereby creating a 6 person board of directors. We will remain at 6 until the PRES is recalled.

An appointee fills a vacancy. The remaining term of the vacancy should have been recorded at the time of appointment, but wasn't. I am searching through the minutes but no luck yet.

KerryL1 (California)
Posts: 14,550

Posted:

Barb, your governing documents probably state HOW LONG a director who fills a vacancy serves. If not, your state's corporation codes would say how long.

Presidents are not recalled per se. They are voted out of the office of president by the others directors. She still would be a director. If you mean she'll be recalled by homeowners, she'd no longer be a director. Oh, I do see that you're trying to recall her via the homeowners.

BarbN (Florida)
Posts: 10

Posted:

Yes by homeowners.. We are 37% there. The requirement is 51%. Such a headache and She (Pres) continues to ask for bids for new projects she has on her mind. Money, Money, Money

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